As filed with the Securities and Exchange Commission on August 30, 2002

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F‘ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934OR

È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2002OR

‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

For the transition period to

Commission file number 333-11072

KABUSHIKI KAISHA TOKYO MITSUBISHI GINKO(Exact name of Registrant as specified in its charter)

THE BANK OF TOKYO-MITSUBISHI, LTD.(Translation of Registrant’s name into English)

Japan(Jurisdiction of incorporation or organization)

7-1, Marunouchi 2-chome,Chiyoda-ku, Tokyo 100-8388

Japan(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act: None

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

$2,000,000,000 8.40% Global Senior Subordinated Notes due April 15, 2010

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as ofthe close of the period covered by the annual report:

At March 31, 2002, (1) 4,675,455,546 shares of common stock, and (2) 81,400,000 shares of preferred stockwere outstanding.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such short period that theregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days:

Yes È No ‘

Indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 ‘ Item 18 È

CONTENTS

Page

Forward-Looking Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Item 1. Identity of Directors, Senior Management and Advisors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Item 2. Offer Statistics and Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Item 3. Key Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Item 4. Information on the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14Item 5. Operating and Financial Review and Prospects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32Item 6. Directors, Senior Management and Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76Item 7. Major Shareholders and Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81Item 8. Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82Item 9. The Offer and Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82Item 10. Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83Item 11. Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . 91Item 12. Description of Securities Other Than Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104Item 13. Defaults, Dividend Arrearages and Delinquencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104Item 14. Material Modifications of the Rights of Security Holders and Use of Proceeds . . . . . . . . . . . . . 104Item 15. [Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104Item 16. [Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104Item 17. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104Item 18. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104Item 19. Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104Selected Statistical Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

For purposes of this Annual Report, we have prepared our consolidated financial statements in accordance withaccounting principles generally accepted in the United States of America (“US GAAP”), except for the risk-adjusted capital ratio, the business segment financial information and some other specifically identifiedinformation, which are prepared in accordance with accounting principles generally accepted in Japan (“JapaneseGAAP”). Unless otherwise stated or the context otherwise requires, all amounts in our financial statements areexpressed in Japanese yen.

Unless the context otherwise requires, when we refer in this Annual Report to “we,” “us,” “our” and the“Group,” we mean The Bank of Tokyo-Mitsubishi, Ltd. (“Bank of Tokyo-Mitsubishi”) and its subsidiaries.References in this Annual Report to “yen” or “¥” are to Japanese yen and references to “US$,” “$” or “USdollars” are to United States dollars. Our fiscal year ends on March 31 of each year. We refer to the fiscal yearended March 31, 2002 throughout this Annual Report as fiscal 2001 or the 2001 fiscal year. We refer to otherfiscal years in a corresponding manner. References to years not specified as being fiscal years are to calendaryears.

We usually hold the ordinary general meeting of the shareholders of Bank of Tokyo-Mitsubishi in June of eachyear in Chiyoda-ku, Tokyo.

2

Forward-Looking Statements

This Annual Report contains statements that constitute “forward-looking statements” within the meaning ofSection 21E of the Securities Exchange Act of 1934. The Private Securities Litigation Reform Act of 1995provides a “safe harbor” for forward-looking information to encourage companies to provide prospectiveinformation about themselves without fear of litigation so long as the information is identified as forward lookingand is accompanied by meaningful cautionary statements identifying important factors that could cause actualresults to differ materially from those projected in the information.

Forward-looking statements appear in a number of places in this Annual Report and include statements regardingour intent, belief or current expectations and/or the current belief or current expectations of our management withrespect to our results of operations and financial condition, including, without limitation, future loan lossprovisions and financial support to certain borrowers. We use words such as “anticipate,” “believe,” “estimate,”“expect,” “intend,” “probability,” “risk” and similar expressions as they relate to us or our management, toidentify forward-looking statements. These statements reflect our current views with respect to future events andare subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertaintiesmaterialize, or should underlying assumptions prove incorrect, actual results may vary materially from thosedescribed in this respect as anticipated, believed, estimated, expected or intended. We do not intend to updatethese forward-looking statements.

Our forward-looking statements are not guarantees of future performance and involve risks and uncertainties.Actual results may differ from those in the forward-looking statements as a result of various factors. We identifyin this Annual Report, in “Item 3.D. Key Information—Risk Factors,” “Item 4.B. Information on the Company—Business Overview,” “Item 5. Operating and Financial Review and Prospects” and elsewhere some, but notnecessarily all, of the important factors that could cause these differences.

We are under no obligation, and disclaim any obligation, to update or alter our forward-looking statements,whether as a result of new information, future events or otherwise.

3

PART I

Item 1. Identity of Directors, Senior Management and Advisors.Not applicable.

Item 2. Offer Statistics and Expected Timetable.Not applicable.

Item 3. Key Information.A. Selected Financial DataSelected operating results data and selected balance sheet data set forth below, except for average balanceinformation, have been derived from our audited consolidated financial statements. Nippon Trust Bank, ourformer subsidiary, has been deconsolidated effective April 2, 2001, when we, Mitsubishi Trust Bank and NipponTrust Bank jointly established a bank holding company.

You should read the selected financial data set forth below in conjunction with “Item 5. Operating and FinancialReview and Prospects” and our audited consolidated financial statements included elsewhere in this AnnualReport. These data are qualified in their entirety by reference to all of that information.

Except for risk-adjusted capital ratios calculated under Japanese GAAP, the selected financial data set forthbelow are presented in accordance with US GAAP.

Year ended March 31

1998 1999 2000 2001 2002

(in millions, except per share data, number of shares andpercentages)

Operating results data:Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 2,467,177 ¥2,342,300 ¥1,787,028 ¥1,896,709 ¥1,671,184Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,698,602 1,402,549 900,661 1,100,055 783,105

Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 768,575 939,751 886,367 796,654 888,079Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,356,231 919,427 368,639 665,954 470,224

Net interest income (loss) after provision for credit losses . . . . . . . . . . . . (587,656) 20,324 517,728 130,700 417,855Non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 543,778 514,421 539,109 665,133 503,646Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,168,424 1,022,499 927,727 897,545 1,139,547

Income (loss) before income tax expense or benefit and cumulativeeffect of a change in accounting principle . . . . . . . . . . . . . . . . . . . . . . . (1,212,302) (487,754) 129,110 (101,712) (218,046)

Income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (438,565) (143,331) 93,635 5,972 (79,508)

Income (loss) before cumulative effect of a change in accountingprinciple . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (773,737) (344,423) 35,475 (107,684) (138,538)

Cumulative effect of a change in accounting principle, net of tax(1) . . . . — — — — 5,867

Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ (773,737) ¥ (344,423) ¥ 35,475 ¥ (107,684) ¥ (132,671)

Net income (loss) attributable to a common shareholder . . . . . . . . . . . . . ¥ (773,737) ¥ (344,423) ¥ 30,826 ¥ (114,400) ¥ (139,387)

Amounts per share:Earnings (loss) per common share—income (loss) before cumulativeeffect of a change in accounting principle—basic . . . . . . . . . . . . . . . . . ¥ (165.67) ¥ (73.67) ¥ 6.59 ¥ (24.47) ¥ (31.07)

Earnings (loss) per common share—net income (loss)—basic . . . . . . . . . ¥ (165.67) ¥ (73.67) ¥ 6.59 ¥ (24.47) ¥ (29.82)Earnings (loss) per common share—income (loss) before cumulativeeffect of a change in accounting principle—assuming dilution . . . . . . ¥ (165.67) ¥ (73.67) ¥ 3.73 ¥ (24.47) ¥ (31.07)

Earnings (loss) per common share—net income (loss)—assumingdilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ (165.67) ¥ (73.67) ¥ 3.73 ¥ (24.47) ¥ (29.82)

Number of shares used to calculate basic and diluted earnings (loss) percommon share (thousands):—Earnings (loss) per common share—basic . . . . . . . . . . . . . . . . . . . . 4,670,457 4,675,446 4,675,442 4,675,251 4,675,454—Earnings (loss) per common share—assuming dilution . . . . . . . . . . 4,670,457 4,675,446 4,822,435 4,675,251 4,675,454

Cash dividends declared during the year(2):—Common shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 8.50 ¥ 8.50 ¥ 8.50 ¥ 8.50 ¥ 14.96

$ 0.06 $ 0.06 $ 0.06 $ 0.06 $ 0.11—Preferred shares (Class1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — ¥ 57.12 ¥ 82.50 ¥ 82.50

$ 0.43 $ 0.62 $ 0.62

4

Year ended March 31,

1998 1999 2000 2001 2002

(in millions, except per share data and percentages)Balance sheet data at year-end:Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥84,162,940 ¥70,148,842 ¥68,817,234 ¥76,376,903 ¥76,631,154Loans, net of allowance for credit losses . . . . . . . . . . . . . . . . 47,593,504 44,429,461 39,830,324 38,790,145 39,670,553Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81,419,261 67,507,155 65,623,074 73,966,787 74,724,150Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,143,458 46,102,053 45,159,956 49,139,024 51,828,564Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,508,352 3,581,717 3,973,690 4,431,173 4,893,142Shareholder’s equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,743,679 2,641,687 3,194,160 2,410,116 1,907,004Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 663,870 663,870 663,870 663,870 663,870Average balances: (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)Interest-earning assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥77,462,243 ¥73,297,568 ¥67,103,914 ¥67,611,365 ¥67,957,820Interest-bearing liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,854,896 67,508,343 59,120,637 60,627,303 62,229,681Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82,753,087 78,432,342 70,264,631 73,163,060 74,462,895Shareholder’s equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,055,910 2,661,017 2,788,875 2,631,170 2,250,176Return on equity and assets: (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)Net income (loss) as a percentage of total average assets . . . . (0.93)% (0.44)% 0.05% (0.15)% (0.18)%Net income (loss) as a percentage of average shareholder’sequity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (25.32)% (12.94)% 1.27% (4.09)% (5.90)%

Dividends per common share as a percentage of earnings percommon share—basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nm nm 128.98% nm nm

Average shareholder’s equity as a percentage of totalaverage assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.69% 3.39% 3.97% 3.60% 3.02%

Net interest income as a percentage of total averageinterest-earning assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.99% 1.28% 1.32% 1.18% 1.31%

Average interest rate spread . . . . . . . . . . . . . . . . . . . . . . . . . . 0.79% 1.12% 1.14% 1.00% 1.20%Credit quality data:Allowance for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 760,323 ¥ 1,290,657 ¥ 1,137,181 ¥ 1,385,010 ¥ 1,341,608Allowance for credit losses as a percentage of loans . . . . . . . 1.57% 2.82% 2.78% 3.45% 3.27%Nonaccrual and restructured loans, and accruing loanscontractually past due 90 days or more . . . . . . . . . . . . . . . . ¥ 1,229,410 ¥ 2,268,563 ¥ 1,922,645 ¥ 3,446,143 ¥ 3,244,281

Nonaccrual and restructured loans, and accruing loanscontractually past due 90 days or more as a percentageof loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.54% 4.96% 4.69% 8.58% 7.91%

Net loan charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 1,670,448 ¥ 348,574 ¥ 506,879 ¥ 445,267 ¥ 465,180(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)

Net loan charge-offs as a percentage of average loans . . . . . . 3.40% 0.72% 1.17% 1.10% 1.18%Risk-adjusted capital ratio calculated under Japanese

GAAP: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.53% 10.47% 11.46% 9.69% 10.29%

(1) Effective April 1, 2001, we adopted Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for DerivativesInstruments and Hedging Activities,” as amended by SFAS No. 137 and SFAS No. 138.

(2) For the convenience of readers, US dollar amounts are presented as translations of Japanese yen amounts at the rate of ¥132.70 = US$1.00, the noon buying rate on March 29, 2002 in New York City for cable transfers in Japanese yen as certified for customs purposes bythe Federal Reserve Bank of New York.

(3) nm = not meaningful

Exchange Rate Information

The tables below set forth, for each period indicated, the noon buying rate in New York City for cable transfersin Japanese yen as certified for customs purposes by the Federal Reserve Bank of New York, expressed inJapanese yen per $1.00. On August 27, 2002, the noon buying rate was $1.00 equals ¥118.3100 and the inversenoon buying rate was ¥100 equals $0.84523.

Year 2002

March April May June July August (1)

High . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥133.46 ¥133.40 ¥128.66 ¥125.64 ¥120.19 ¥121.14Low . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127.07 128.13 123.08 119.38 115.71 116.53

(1) Period from August 1 to August 27.

5

Fiscal year ended March 31,

1998 1999 2000 2001 2002

Average (of month-end rates) . . . . . . . . . . . . . . . . . . . . . . . . ¥123.56 ¥128.10 ¥110.02 ¥111.65 ¥125.64

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

Investing in our securities involves a high degree of risk. You should carefully consider the risks described belowas well as all the other information in this Annual Report, including our consolidated financial statements andrelated notes, “Item 11. Quantitative and Qualitative Disclosures about Market Risk” and “Selected StatisticalData.”

Our business, operating results and financial condition could be materially adversely affected by any of thefactors discussed below. The trading price of our securities could decline due to any of these factors. This AnnualReport also contains forward-looking statements that involve risks and uncertainties. Our actual results coulddiffer materially from those anticipated in these forward-looking statements as a result of various factors,including the risks faced by us described below and elsewhere in this Annual Report. See “Forward-LookingStatements.”

Risks Related to Our Business

We may suffer additional losses in the future due to problem loans.

We have a substantial volume of problem loans and have suffered from worsening asset quality problems sincethe early 1990s. Our problem loans and credit-related expenses could increase if:

Š economic conditions in Japan do not improve;

Š real estate prices or stock prices in Japan continue to decline;

Š our large borrowers become insolvent, or the level of corporate bankruptcies in Japan continues to rise;

Š additional economic problems arise elsewhere in Asia or in the Americas; or

Š the global economic environment deteriorates generally.

This would adversely affect our results of operations, weaken our financial condition and erode our capital base.For a detailed discussion of our historical problem loans, see “Item 5.B. Operating and Financial Review andProspects—Liquidity and Capital Resources—Allowance for Credit Losses, Nonperforming and Past DueLoans” and “Item 8.A. Financial Information—Consolidated Statements and Other Financial Information—Selected Statistical Data—Loan Portfolio.”

Our allowance for credit losses may be insufficient to cover future loan losses.

We base the allowance for credit losses in our loan portfolio on assumptions and estimates about our customers,the value of collateral we hold and the economy as a whole. Our actual loan losses could prove to be materiallydifferent from our estimates and could materially exceed our allowance. If our actual loan losses are higher thanwe currently expect, our current allowance for credit losses could be insufficient. If we change some of ourassumptions and estimates as general economic conditions deteriorate or the value of collateral declines, we may

6

have to provide for additional allowance for credit losses. For a detailed discussion of our allowance policy andhistorical trend of increasing allowances for credit losses, see “Item 5.A. Operating and Financial Review andProspects—Operating Results—Critical Accounting Policies—Allowance for Credit Losses” and “Item 5.B.Operating and Financial Review and Prospects—Liquidity and Capital Resources—Allowance for Credit Losses,Nonperforming and Past Due Loans.”

The credit quality of our loan portfolio may be adversely affected by the continuing financial difficulties ofthe Japanese real estate and construction sectors.

As of March 31, 2002, approximately 16.0% of our domestic loans were made to real estate and constructioncompanies. The Japanese real estate and construction industries have been severely and adversely affected by thesharp decline in Japanese real estate values and construction projects. Japanese real estate prices have declinedfor 11 straight years, and may still be falling. This has materially adversely affected the credit quality of our loanportfolio in the last decade. We expect these problems to continue for the foreseeable future, especially if theJapanese economy is slow to recover. For a detailed discussion of our exposure to Japanese real estate andconstruction sectors and our historical problem loans in those sectors, see “Item 5.B. Operating and FinancialReview and Prospects—Liquidity and Capital Resources—Allowance for Credit Losses, Nonperforming andPast Due Loans” and “Item 8.A. Financial Information—Consolidated Statements and Other FinancialInformation—Selected Statistical Data—Loan Portfolio.”

The credit quality of our loan portfolio may be adversely affected by the continuing financial difficulties ofthe Japanese wholesale and retail sectors.

As of March 31, 2002, approximately 17.0% of our domestic loans were made to wholesale and retail borrowers.Many Japanese wholesalers and retailers have been restructured or are undergoing restructurings through legalproceedings or through out-of-court agreements, including concessions by lenders. If consumer spendingcontinues shrinking in the extended economic downturn, or if restructuring efforts of distressed wholesalers andretailers are not successful, there may be additional significant failures of wholesalers and retailers. A further orextended deterioration within these industries would expose us to substantial additional credit losses. For adetailed discussion of our exposure to Japanese wholesale and retail sectors and our historical problem loans inthose sectors, see “Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Allowance for Credit Losses, Nonperforming and Past Due Loans” and “Item 8.A. Financial Information—Consolidated Statements and Other Financial Information—Selected Statistical Data—Loan Portfolio.”

Our exposure to troubled borrowers may increase, and our recoveries from them may be lower thanexpected.

We may provide additional loans to troubled borrowers. We may forbear from exercising all of our rights as acreditor against them, and we may forgive loans to them in conjunction with their debt restructuring. We maytake these steps even when our legal rights might permit us to take stronger action against the borrower and evenwhen others might take stronger action against the borrower to maximize recovery or to reduce exposure in theshort term. We may provide support to troubled borrowers for any of the following reasons or for other reasons:

Š political or regulatory considerations;

Š reluctance to push a major client into default or bankruptcy or to disrupt a restructuring plan supported byother lenders; and

Š a perceived responsibility for the obligations of our affiliated and associated companies.

These practices may substantially increase our exposure to troubled borrowers.

7

We may experience losses because our remedies for credit defaults by our borrowers are limited.

We may not be able to realize the value of collateral held or enforce our rights against defaulting customersbecause of:

Š the difficulty of foreclosing on collateral in Japan,

Š the illiquidity of and depressed values in the Japanese real estate market, and

Š depressed values of pledged securities held as collateral.

Recent corporate credibility issues may increase our problem loans or otherwise negatively affect ourresults of operations.

In recent months, several high-profile bankruptcy filings and reports of past accounting irregularities, includingfraud, in the United States, such as those relating to Enron Corporation, have raised corporate credibility issues,particularly with respect to public companies. In response to these developments and U.S. regulatory responses tothese developments, auditors and corporate managers generally have begun to review financial statements morethoroughly and conservatively. As a result, additional accounting irregularities may be uncovered and additionalbankruptcy filings may be made in the United States and elsewhere. Such developments could increase our creditcosts if they directly involve our borrowers or indirectly affect our borrowers’ credit.

Any adverse changes in UNBC’s business could significantly affect our results of operations.

During the fiscal year ended March 31, 2002, approximately 21.8% of our operating profit, as calculated underJapanese GAAP, was generated from the operations of our subsidiaries in California, UnionBanCal Corporationand Union Bank of California, N.A. Any adverse change in the business or operations of those subsidiaries,which we refer to as “UNBC,” could significantly affect our results of operations. Factors that could negativelyaffect UNBC’s results include adverse economic conditions in California, such as energy sector-related problemsand falling export levels, U.S. legislative and regulatory reactions following the terrorist attacks in September2001, and large corporate bankruptcy filings, such as that of Enron Corporation. UNBC could also be adverselyaffected by a downturn in real estate prices in California. In addition, appreciation of the Japanese yen against theU.S. dollar would reduce UNBC’s reported profits in our operating results. For a detailed segment discussionrelating to UNBC, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—BusinessSegment Analysis.”

We may not be able to maintain our capital ratios above minimum required levels, which could result inthe suspension of some or all of our operations.

We are required to maintain risk-weighted capital ratios above the levels specified in the capital adequacyguidelines of the Japanese Financial Services Agency. UNBC is subject to similar U.S. capital adequacyguidelines. We may be unable to continue to satisfy the capital adequacy requirements, because of:

Š credit costs we may incur as we dispose of problem loans and remove impaired assets from our balancesheet;

Š credit costs we may incur due to losses from a future deterioration in asset quality;

Š adverse changes in foreign currency exchange rates;

Š declines in the value of our securities portfolio; and

Š changes in accounting rules or in the guidelines regarding the calculation of banks’ or bank holdingcompanies’ capital ratios, resulting from recently adopted guidelines of the Basel Committee on BankingSupervision or otherwise.

If our capital ratios fall below required levels, the Japanese Financial Services Agency could require us to take avariety of corrective actions, including the withdrawal from all international operations or the suspension of all or

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part of our business operations. For a detailed discussion of our capital ratios and the related regulatoryguidelines, see “Item 4.B. Information on the Company—Business Overview—Supervision and Regulation,” and“Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital Resources—CapitalAdequacy.”

Our capital ratios may be negatively affected if we reduce our deferred tax assets.

We determine the amount of our net deferred tax assets and our regulatory capital pursuant to Japanese GAAPand the Japanese banking regulations, which differ from U.S. GAAP and the respective U.S. regulations. Underthe Japanese banking regulations, all deferred tax assets established pursuant to Japanese GAAP are included inregulatory capital. Japanese GAAP permits the establishment of deferred tax assets for the tax benefits that areexpected to be utilized in the subsequent five fiscal years. The calculation of deferred tax assets is based uponvarious assumptions, including assumptions with respect to future taxable income. Actual results may differ fromthese assumptions. At March 31, 2002, our deferred tax assets amounted to ¥763 billion under Japanese GAAP.From time to time, we reassess whether we are able to realize our deferred tax assets based on our taxableincome projections, and make necessary increases or reductions. If we conclude that we are unable to realize aportion of the deferred tax assets, our deferred tax assets may be reduced and as a result, our capital ratios maydecline. See “Item 4.B. Information on the Company—Business Overview—Supervision and Regulation.”

If the Japanese stock market declines, we may incur losses on our securities portfolio and our capitalratios may be adversely affected.

We hold large amounts of marketable equity securities. The market values of these securities are inherentlyvolatile and have generally been declining in recent years. We will incur losses on our securities portfolio if theJapanese stock market continues to decline. Material declines in the Japanese stock market would also materiallyadversely affect our capital ratios. For a detailed discussion of our holdings of marketable equity securities andits effect on our capital adequacy ratios, see “Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Capital Adequacy” and “Item 8.A. Financial Information—ConsolidatedStatements and Other Financial Information—Selected Statistical Data—Investment Portfolio.”

The value of our equity portfolio could decline due to expected sales of shares in the market by us andothers.

Many Japanese financial institutions have traditionally held large amounts of equity securities of their customers,business counterparts and related companies. In November 2001, the Japanese government enacted a lawforbidding banks, including Bank of Tokyo-Mitsubishi, from holding stocks in excess of their Tier I capital afterSeptember 30, 2004. Partly in response to this legislation and partly to reduce risk-weighted assets, we and manyother financial institutions have been selling and will continue to sell off large amounts of equity securities. Thesale of equity securities by Japanese financial institutions may depress the value of Japanese equity securities,including those in our securities portfolio. In order to comply with the new legislation, we may be forced to sellsome of our equity securities at depressed prices. For a detailed discussion of our equity securities portfolio, see“Item 8.A. Financial Information—Consolidated Statements and Other Financial Information—SelectedStatistical Data—Investment Portfolio.”

Our business may be adversely affected by competitive pressures, which have increased significantly dueto regulatory changes.

In recent years, the Japanese financial system has been increasingly deregulated and barriers to competition havebeen reduced. In addition, the Japanese financial industry has been undergoing significant consolidation, as aresult of which larger, more integrated financial institutions have emerged as our competitors. If we are unable tocompete effectively in this more competitive and deregulated business environment, our business, results ofoperations and financial condition will be adversely affected. For a more detailed discussion of our competition,see “Item 4.B. Information on the Company—Business Overview—Competition.”

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Our trading and investment activities expose us to exchange rate, interest rate and other risks.

We undertake extensive trading and investment activities involving a variety of financial instruments, includingderivatives. Our income from these activities is subject to volatility, caused by, among other things, changes ininterest rates, foreign currency exchange rates and equity prices. For example:

Š Increases in interest rates have an adverse effect on the value of our fixed income securities portfolio.

Š Strengthening of the yen against the US dollar and other foreign currencies reduces the value, in our financialstatements, of our substantial portfolio of foreign-currency denominated investments.

Our results of operations and financial condition in future periods will be exposed to risks of loss associated withthese activities. For a detailed discussion of our investment portfolio, our management of the related risks, see“Item 8.A. Financial Information—Consolidated Statements and Other Financial Information—SelectedStatistical Data—Investment Portfolio” and “Item 11. Quantitative and Qualitative Disclosures about MarketRisk.”

A significant downgrade of our credit ratings could have a negative effect on our treasury operations.

A significant downgrade of our credit ratings by one or more of the credit rating agencies could have a negativeeffect on our treasury operations. In the event of a downgrade of our credit ratings, our treasury unit may have toaccept less favorable terms in its transactions with counterparties or may be unable to enter into certaintransactions. This could have a negative impact on the profitability of our treasury operations and adverselyaffect our results of operations and financial condition.

We will be exposed to increased risks as we expand the range of our products and services.

As we expand the range of our products and services beyond our traditional banking business and as thesophistication of financial products and management systems grows, we will be exposed to new and increasinglycomplex risks. In many cases, we will have no experience or only limited experience with these risks. Some ofthe activities in which we engage, such as derivatives and foreign currency trading, present volatile andsubstantial risks. Our risk management systems may prove to be inadequate, and may not work in all cases or tothe degree required. As a result, we are subject to substantial market, credit and other risks in relation to theseexpanding products and services and trading activities, which could result in our incurring substantial losses. Inaddition, our efforts to offer new services and products may not succeed if product or market opportunitiesdevelop more slowly than expected, or if the profitability of opportunities is undermined by competitivepressures. For a detailed discussion of our risk management systems, see “Item 11. Quantitative and QualitativeDisclosures about Market Risk.”

Our income and expenses relating to our international operations and our foreign assets and liabilities areall exposed to foreign currency fluctuations.

Our international operations are subject to fluctuations in foreign currency exchange rates against the Japaneseyen. When the yen appreciates, yen amounts for transactions denominated in foreign currencies, including asubstantial portion of UNBC’s transactions, decline. In addition, a portion of our assets and liabilities aredenominated in foreign currencies. To the extent that our foreign-currency-denominated assets and liabilities arenot matched in the same currency or appropriately hedged, fluctuations in foreign currency exchange ratesagainst the Japanese yen may adversely affect our financial condition, including our capital adequacy ratios. Inaddition, fluctuations in foreign exchange rates will create foreign currency translation gains or losses. For ahistorical discussion of the effect of changes in foreign currency exchange rates, see “Item 5.A. Operating andFinancial Review and Prospects—Operating Results—Effect of Change in Exchange Rate on Foreign CurrencyTranslation.”

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We may not be able to achieve the expected benefits of integrating into a single financial services group.

We depend on our ability to integrate the operations of our subsidiaries and affiliates with those of MitsubishiTrust Bank, achieve expected cost savings and foster cooperation between the institutions in customer andproduct cross-selling. We may not be able to accomplish these goals as expected. For example:

Š We may have difficulty in implementing our strategies as part of an integrated financial group.

Š We may not be able to integrate our operations as quickly as planned due to legal restrictions, internalresistance or market resistance. As a result, we may not achieve cost reductions as fully or as quickly as weexpect.

Š The costs of integration may be higher than we expect.

Š We may encounter problems with system integration and incompatibility, market resistance to newtechnologies or distribution channels, or technical difficulties. As a result, our efforts to increase ouroperational efficiency and broaden the distribution channels for our financial products and services throughinvestments in information technology may not succeed as we expect.

Š We may lose customers and business as we consolidate and, in some cases, rebrand some of our affiliates’operations, such as in the case of the planned merger of several securities subsidiaries and affiliates to createMitsubishi Securities Co., Ltd.

Losses relating to our pension plans and a decline in returns on our plan assets may negatively affect ourresults of operations and our financial condition.

We may incur losses if the fair value of our pension plans’ assets decline, if the rate of return on our pensionassets declines, or if there is a change in the actuarial assumptions on which the calculations of the projectedbenefit obligation are based. In addition, we may have unrecognized prior service costs resulting fromamendments to our pension plans. Changes in the interest rate environment and other factors may also adverselyaffect the amount of unfunded pension obligations and the resulting annual amortization expense.

We may not be able to refinance our subordinated debt obligations with equally subordinated debt, and asa result our capital ratios may be adversely affected.

Under Japanese GAAP, at March 31, 2002, subordinated debt accounted for approximately 36% of our totalcapital. We may not be able to refinance our subordinated debt obligations with equally subordinated debt. Thefailure to refinance these subordinated debt obligations with equally subordinated debt may reduce our totalcapital and as a result negatively affect our risk-weighted capital ratios.

We are exposed to substantial credit and market risks in Asian countries.

We are active in the Asian region through a network of branches and subsidiaries, and are thus exposed to avariety of credit and market risks associated with these countries. If a decline in the value of Asian currenciesoccurs, it could adversely affect the creditworthiness of some of our borrowers in the region. The loans we maketo Asian borrowers and banks are often denominated in yen, US dollars or other foreign currencies. Theborrowers often do not hedge the loans to protect against fluctuations in the values of local currencies. Adevaluation of the local currency would make it more difficult for a borrower earning income in that currency topay its debts to us and others. In addition, some Asian countries may attempt to support the value of theircurrencies by raising domestic interest rates. If this happens, the borrowers in these countries would have todevote more of their resources to repaying their domestic obligations, which may adversely affect their ability torepay their debts to us and other foreign lenders. The restriction of credit resulting from these and relatedconditions may adversely affect economic conditions in some countries. This could cause a further deteriorationof the credit quality of borrowers and banks in those countries, and further losses to us. For a more detaileddiscussion of our credit exposure to Asian countries, see “Item 5.B. Operating and Financial Review and

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Prospects—Liquidity and Capital Resources—Allowance for Credit Losses, Nonperforming and Past DueLoans.”

Our efforts to reduce our holdings of equity securities may adversely affect our relationships withcustomers.

Japanese law prohibits banks from holding stocks in excess of their Tier I capital after September 30, 2004. Inorder to comply with this requirement and to reduce our risk exposure to fluctuations in equity security prices,we intend to sell a substantial portion of our equity securities. Most of these securities are held under cross-shareholding arrangements where we acquire the customer’s securities for business relation purposes. Theplanned sale of securities will reduce our cross-shareholdings, which may have an adverse affect on ourrelationships with our customers.

It may not be possible for investors to effect service of process within the United States upon us or ourdirectors, executive officers or corporate auditors, or to enforce against us or those persons judgmentsobtained in U.S. courts predicated upon the civil liability provisions of the Federal securities laws of theUnited States.

We are a joint stock company incorporated under the laws of Japan. Most of our directors, executive officers andcorporate auditors reside outside of the United States. Many of our and their assets are located in Japan andelsewhere outside the United States. It may not be possible, therefore, for U.S. investors to effect service ofprocess within the United States upon us or these persons or to enforce against us or these persons judgmentsobtained in the United States courts predicated upon the civil liability provisions of the Federal securities laws ofthe United States. We believe that there is doubt as to the enforceability in Japan, in original actions or in actionsto enforce judgments of U.S. courts, of liabilities predicated solely upon the Federal securities laws of the UnitedStates.

Risks Related To The Japanese Banking Industry

Recent efforts by the Japanese government to encourage the disposal of problem loans in two to threeyears could exacerbate our credit losses.

The Japanese government’s emergency economic package, released in April 2001, strongly urges major banks,including Bank of Tokyo-Mitsubishi, to remove non-performing loans from their balance sheets within two tothree years. These guidelines for the disposal of non-performing loans could increase our credit losses if we sellour problem loans at a larger discount than we had expected. For a more detailed discussion of recentgovernment initiatives, see “Item 4.B. Information on the Company—Business Overview—Supervision andRegulation,” and “Item 5.A. Operating and Financial Review and Prospects—Operating Results—RecentDevelopments.”

Any significant adverse regulatory developments or changes in government policies or economic controlscould have a negative impact on our results of operations.

We conduct our business subject to ongoing regulation and associated regulatory risks, including the effects ofchanges in the laws, regulations, policies, voluntary codes of practice and interpretations in Japan and the othermarkets we operate in. Future changes in regulation, fiscal or other policies are unpredictable and beyond ourcontrol.

Our business may be adversely affected by negative developments with respect to other Japanese financialinstitutions, both directly and by the effect they may have on the overall Japanese banking environment.

Many Japanese financial institutions, including banks, non-bank lending and credit institutions, financialaffiliates of securities companies and insurance companies, continue to experience severe asset quality and other

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financial problems, in part as a result of Japan’s protracted recession. This may lead to severe liquidity andsolvency problems, which have resulted in the liquidation or restructuring of affected institutions. The continuedfinancial difficulties of financial institutions could adversely affect us because:

Š as of March 31, 2002, approximately 7.3% of our domestic loans were made to banks and other financialinstitutions, and of those loans 3.9% were classified as nonaccrual and restructured loans;

Š we are a shareholder of some other banks and financial institutions;

Š we may be requested to participate in providing assistance to support distressed financial institutions;

Š deposit insurance premiums could rise if deposit insurance funds prove to be inadequate; and

Š repeated bankruptcies could undermine depositor confidence generally or adversely affect the overallbanking environment.

For a more detailed discussion of our loans to Japanese financial institutions, see “Item 8.A. FinancialInformation— Consolidated Statements and Other Financial Information—Selected Statistical Data—LoanPortfolio.”

We might have to pay risk premiums on borrowings from international financial institutions, or be subjectto credit limitations by them.

As a result of concerns regarding asset quality and the failure of several large Japanese financial institutions,international financial institutions have in the past:

Š charged an additional risk premium to Japanese financial institutions for short-term borrowings in theinterbank market; and

Š placed restrictions on the amount of credit, including interbank deposits, that they extend to Japanese banks.

These restrictions on credit result in higher operating expenses and decreased profitability for affected Japanesebanks. If conditions in the Japanese banking and other financial sectors deteriorate, international markets couldagain impose risk premiums or credit restrictions on Japanese banks, including us.

We may be adversely affected if the current economic conditions in Japan continue or worsen.

Since the early 1990s, the Japanese economy has performed poorly due to a number of factors, including weakconsumer spending and lower capital investment by Japanese companies, causing a large number of corporatebankruptcies and the failure of several major financial institutions. The outlook for the economy as a wholeremains uncertain because:

Š recent economic data show that the Japanese economy is not recovering;

Š unemployment rates are at an historic high;

Š real estate prices have declined for the past 11 years, and may still be declining; and

Š Japanese stock prices have declined to their lowest levels in 18 years.

These factors may continue or worsen. If they do, our earnings and credit quality may be adversely affected. Fora detailed discussion of Japan’s current economic environment, see “Item 5.A. Operating and Financial Reviewand Prospects—Operating Results—Business Environment—Economic Environment in Japan.”

We may have to pay more regional or national bank taxes.

In April 2000, the Tokyo Metropolitan Government began imposing a tax of 3% on the gross operating profits ofbanks operating within its jurisdiction. In May 2000, Osaka Prefecture introduced a similar tax on operating

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profits of banks operating within its jurisdiction. In March 2002, the Tokyo District Court overturned the Tokyolocal tax, but the decision is under appeal. Banks are also challenging in court the legality of the Osaka local tax.Other prefectures may implement similar local bank taxes, and the Japanese government may introduce a similarbank tax nationwide. Depending on the outcome of these court cases and the decisions of other prefectures andthe Japanese government, we may have to pay more regional or national bank taxes. See “Item 5.A. Operatingand Financial Review and Prospects—Operating Results—Recent Developments” and “Item 8.A. FinancialInformation—Consolidated Statements and Other Financial Information—Legal Proceedings.”

A change to current interest rate policy could adversely affect our results of operations.

The Bank of Japan now maintains interest rates at near zero percent. If interest rate policies change, we could beadversely affected through lower spreads or declines in the value of our investments in Japanese governmentbonds. In addition, an increase in interest rates may increase our problem loans as some of our borrowers maynot be able to meet the increased interest payment requirements. This would adversely affect our results ofoperations.

Risks Related To Owning Our Subordinated Debt Securities

The indenture will not limit our ability to incur additional debt, including senior debt.

The indenture relating to our 8.40% global senior subordinated notes due 2010 does not limit or restrict theamount of other indebtedness, including senior indebtedness, that we or our subsidiaries may incur in the future.

The subordination provisions in the subordinated debt securities could hinder your ability to receivepayment.

Under some circumstances, your right to receive payment on the 8.40% global senior subordinated notes due2010 will be subordinated and subject in right of payment in full to the prior payment of all our seniorindebtedness. We expect from time to time to incur additional indebtedness and other obligations that willconstitute senior indebtedness, and the indenture relating to our 8.40% global senior subordinated notes due 2010does not contain any provisions restricting our ability to incur senior indebtedness.

Item 4. Information on the Company.

A. History and Development of the Company.

Bank of Tokyo-Mitsubishi is a major commercial banking organization in Japan and provides a broad range ofdomestic and international banking services from its offices in Japan and around the world. Bank of Tokyo-Mitsubishi is a “city” bank, as opposed to a regional bank. Bank of Tokyo-Mitsubishi’s registered head office islocated at 7-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-8388, Japan, and its telephone number is 81-3-3240-1111. Bank of Tokyo-Mitsubishi is a joint stock company (kabushiki kaisha) incorporated in Japan underthe Japanese Commercial Code.

Bank of Tokyo-Mitsubishi was formed through the merger, on April 1, 1996, of The Mitsubishi Bank, Limitedand The Bank of Tokyo, Ltd. The origins of Mitsubishi Bank can be traced to the Mitsubishi Exchange Office, amoney exchange house established in 1880 by Yataro Iwasaki, a key figure in the Japanese industrial revolutionand the founder of the Mitsubishi industrial, commercial and financial group. In 1895, the Mitsubishi ExchangeOffice was succeeded by the Banking Division of the Mitsubishi Goshi Kaisha, the holding company of the“Mitsubishi group” of companies, that began in the late 19th century with interests in shipping and trading.Mitsubishi Bank had been a principal banker to many of the Mitsubishi group companies, but broadened itsrelationships to cover a wide selection of Japanese industries, small and medium-sized companies andindividuals.

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Bank of Tokyo was established in 1946 as a successor to The Yokohama Specie Bank, Ltd., a special foreignexchange bank, established in 1880. In the postwar period, because of the need to establish a financial institutionspecializing in foreign trade financing, the government of Japan promulgated the Foreign Exchange Bank Law in1954, and Bank of Tokyo became the only bank licensed under that law. Because of its license, the bank receivedspecial consideration from the Ministry of Finance in establishing its offices abroad and in many other aspectsrelating to foreign exchange and international finance. The worldwide network of Bank of Tokyo was moreextensive than that of any other Japanese bank, and engaged in a full range of commercial banking activities,both in Japan and overseas, serving the diverse financial requirements of its clients throughout the world.

Bank of Tokyo-Mitsubishi is a member of the “Mitsubishi group” of companies. The expression “Mitsubishigroup” is used to describe 28 companies with historical links to a prewar group of companies that were undercommon control. Although there are numerous, generally small, cross-shareholdings among these companieseven today and frequent organized gatherings of their chairmen and presidents, since the end of World War II,the Mitsubishi group companies have been managed and operated independently. The shares of 23 of theMitsubishi group companies are publicly listed in Japan, and these companies are engaged in a broad range ofactivities including manufacturing, trading, natural resources, transportation, real estate, banking and insurance.

On April 2, 2001, Bank of Tokyo-Mitsubishi, Mitsubishi Trust Bank and Nippon Trust Bank establishedMitsubishi Tokyo Financial Group to be a holding company for the three of them. Before that, each of the bankshad been a publicly held company. On April 2, 2001, through a stock-for-stock exchange, they became wholly-owned subsidiaries of Mitsubishi Tokyo Financial Group, and the former shareholders of the three banks becameshareholders of Mitsubishi Tokyo Financial Group. Nippon Trust Bank was later merged into Mitsubishi TrustBank. As a result, Bank of Tokyo-Mitsubishi and Mitsubishi Trust Bank are now both directly held subsidiarybanks of Mitsubishi Tokyo Financial Group, although each of these two banks also has other subsidiaries of itsown.

B. Business Overview.

Bank of Tokyo-Mitsubishi is a major Japanese commercial banking organization. It provides a broad range ofdomestic and international banking services in Japan and around the world. As of March 31, 2002, Bank ofTokyo-Mitsubishi’s network in Japan included 270 branches, 24 sub-branches, two agencies, 57 loan plazas, 494branch ATMs, and 5,999 convenience store-based, non-exclusive ATMs. Bank of Tokyo-Mitsubishi organizes itsoperations based on customer and product segmentation, as follows:

Š retail banking;

Š commercial banking;

Š global corporate banking;

Š investment banking;

Š asset management;

Š UnionBanCal Corporation (UNBC);

Š operations services;

Š treasury; and

Š other, including systems services and eBusiness and IT Initiatives.

Our holding company, Mitsubishi Tokyo Financial Group, works with Bank of Tokyo-Mitsubishi and MitsubishiTrust Bank to agree on business goals, strategies and implementation, including whether and how to achievebenefits that can be realized by consolidating or integrating operations of the two banks and their subsidiaries,based on the following shared objectives:

Š establish a more diversified financial services group operating across business sectors;

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Š leverage the flexibility afforded by our organizational structure to expand our business;

Š benefit from the collective expertise of Bank of Tokyo-Mitsubishi and Mitsubishi Trust Bank; and

Š enhance the sophistication and comprehensiveness of the group’s risk management expertise.

While maintaining the corporate cultures and core competencies of Bank of Tokyo-Mitsubishi and MitsubishiTrust Bank, Mitsubishi Tokyo Financial Group seeks to work with them to find ways to make fuller use of theirexpertise to enable them to meet more effectively and cost-efficiently the diverse and changing needs of theircustomers. By finding ways to build on and consolidate their individual strengths, Mitsubishi Tokyo FinancialGroup seeks to create new business opportunities, to expand its client base and to enhance profitability. Inaddition, Mitsubishi Tokyo Financial Group oversees and monitors the operations of its subsidiaries, includingrisk management, compliance and internal auditing systems.

For a detailed analysis of financial results by business segment, see “Item 5.A. Operating and Financial Reviewand Prospects—Operating Results—Business Segment Analysis.” For a detailed analysis of financial results bygeographic segment, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Geographic Segment Analysis.”

Retail Banking Business Unit

Our retail banking business unit offers a full range of banking products and services, including financialconsulting services, to small corporate and individual customers in Japan. In addition to its branch offices andother direct distribution channels, the retail banking business unit offers products and services through e-netATMs (a convenience store-based ATM network utilized by a number of different banks), telephone and Internetbanking services and mail order. Two of the unit’s branches are joint branches with Mitsubishi Trust Bank, andone more joint branch with Mitsubishi Trust Bank is planned in the near future.

As part of the effort to realize synergies between us and Mitsubishi Trust Bank, the unit is marketing to itscustomers mass retail targeted trust-related products of Mitsubishi Trust Bank.

Deposits and loans. The unit offers a full range of bank deposit products. One of these is a multiple purposebank account that includes ordinary deposits but also has overdraft privileges collateralized by time deposits,bank debentures and public bonds held in custody. The unit also offers housing loans, educational loans, specialpurpose loans, card loans and other loans to individuals.

Investment trusts. The unit offers 24 equity and bond funds, and a program fund (M-CUBE program),exclusively organized for us by Frank Russell Company, which combines four specific funds. We offer these as amenu of funds that allows our customers to choose among them in order to achieve their desired balance of riskdiversification and return.

Tokyo-Mitsubishi Direct. The unit offers a telephone and Internet banking service called Tokyo-MitsubishiDirect. Since the service was launched in 1999, the number of customers using it has risen steadily, reaching 1.2million (8% of the unit’s total) individual customers in March 2002.

Credit Cards. The unit offers Master Card and VISA credit cards through several channels. Through Bank ofTokyo-Mitsubishi, it offers them as the Tokyo-Mitsubishi Card. It also offers them through our subsidiaries, DCCard Co., Ltd. and Tokyo Credit Service, Ltd.

Consumer Loans—Tokyo-Mitsubishi Cash One. Since March 2002, the unit has offered loans to its customersthrough Tokyo-Mitsubishi Cash One, Ltd., a consumer credit company we jointly established with MitsubishiTrust Bank and three leading Japanese consumer credit companies (Acom, DC Card and JACCS).

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Life-Planning Consultation Desk. The unit recently launched a personal financial planning service called “TheLife-Planning Consultation Desk.” This non-fee based service uses cash-flow analysis to help customers plan forsignificant financial events in their lives, such as the purchase of a house, college education for children andretirement.

Commercial Banking Business Unit

Our commercial banking business unit mainly provides banking products and services to a wide range ofbusiness customers, from large corporations to medium-sized and small businesses, and is responsible forcustomer relationships. The unit provides traditional commercial banking services, such as deposits, settlement,foreign exchange, loans, and trust products of Mitsubishi Trust Bank as well as electronic banking and highlysophisticated consultancy services. It works closely with the investment banking unit.

Financing and fund management. The unit advises on financing methods for its customers’ various financingneeds, including loans with derivatives, corporate bonds, commercial paper, asset backed securities,securitization programs and syndicated loans. The unit also offers a wide range of products to meet customers’fund management needs, such as deposits with derivatives, government bonds, debenture notes and investmentfunds.

Advice on expansion overseas. The unit provides advisory services to its clients launching businesses overseas,particularly Japanese companies expanding into Asian countries.

Settlement services. The unit provides electronic banking services that allow customers to make domestic andoverseas remittances electronically. Its other settlement and cash management services include global settlementservices, Global Cash Management Services (global pooling/netting service) and Treasury Station (a fundmanagement system for group companies). These are particularly useful to customers who do businessworldwide.

Risk management. The unit offers swap, option, and other risk-hedge programs to customers seeking to controlforeign exchange, interest rate and other business risks.

Corporate management/Financial strategies. The unit provides advisory services to its customers in the areasof mergers and acquisitions, inheritance related business transfers and stock listings. The unit also helpscustomers develop financial strategies for restructuring their balance sheets. These strategies include the use ofcredit lines, factoring services and securitization of real estate.

Corporate welfare facilities. The unit offers products and administrative services to help its customers withemployee benefits plans. As a service to these customers, it often provides housing loans to their employees. Italso provides company-sponsored employee savings plans and defined contribution plans.

Global Corporate Banking Business Unit

Our global corporate banking business unit provides banking services to large Japanese corporations and theiroverseas operations, as well as non-Japanese corporations who do business on a global basis. The unit servesthese customers through corporate banking divisions in Tokyo, a global network of 58 overseas branches andsub-branches, 17 representative offices, and overseas banking subsidiaries.

Overseas Business Support. The unit provides a full range of services to support customers’ overseasactivities, including loans, deposits, assistance with mergers and acquisitions and cash management services. The

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unit provides financial services to customers in cooperation with other business units, such as the treasury unitand investment banking business unit, and also through subsidiaries that are part of these units, such as Tokyo-Mitsubishi Securities Co., Ltd., Tokyo-Mitsubishi International plc and BTM Capital Corporation.

Global Cash Management Services (GCMS). In May 2001, we started offering our BTM-Global CashManagement Service through our foreign branches. The service previously available only in Japan, allowscustomers to check their foreign accounts and make remittances through personal computers. The service wasmade available in Shanghai, Ho Chi Minh City, Hanoi and Beijing during the year ended March 31, 2002, andthe total number of foreign branches which allow customers to use GCMS increased to 14 at the end of thatperiod.

During the year ended March 31, 2002, the unit provided advisory services to help customers develop financialstrategies, such as arranging the issuance of asset-backed commercial paper, providing credit commitments andsecuritizing real estate in Japan. The unit also developed its investment banking business to increase non-interestincome with the investment banking business unit.

Establishment of Polish Subsidiary. In order to support the growing number of Japanese companies pursuingbusiness opportunities in Poland, during the fiscal year ended March 31, 2002, we established Bank of Tokyo-Mitsubishi (Poland) S.A., which began operations in April 2002. The new entity obtained a full banking licensefrom the Polish authorities in order to provide a wide range of financial services to its clients.

Investment Banking Business Unit

Our investment banking business unit provides capital markets, derivatives, structured finance, corporateadvisory and other securities services. Our other business units work with the investment banking business unitin offering services to our customers. The unit provides some of its investment banking services, such assyndicated loans and structured finance, through Bank of Tokyo-Mitsubishi itself, but for regulatory reasonsmost of the securities business is conducted through subsidiaries and affiliates.

We plan to consolidate most of the securities business conducted by the investment banking unit in September2002. We intend to merge our subsidiaries and affiliates, KOKUSAI Securities Co., Ltd., Tokyo-MitsubishiSecurities Co., Ltd., Tokyo-Mitsubishi Personal Securities Co., Ltd. and Issei Securities Co., Ltd. (an affiliate ofMitsubishi Trust Bank). The new subsidiary will be named Mitsubishi Securities Co., Ltd. We also plan totransfer a part of this unit’s derivatives, corporate advisory and securitization operations to Mitsubishi Securitiesfollowing the completion of the merger.

Securities Services. In Japan, our wholesale securities business is conducted through Tokyo-MitsubishiSecurities. Tokyo-Mitsubishi Securities derives most of its net revenue from sales, trading, underwriting and thedistribution of fixed income and equity products. Tokyo-Mitsubishi Securities is one of the major players in theJapanese fixed income market.

The unit also provides commissioned company services, similar to bond trustee services, for bonds issued inJapan. These services include acting as the fiscal agent for bondholders and as the paying agent and recordingagent.

Derivatives. The unit develops and offers derivatives products for risk management and other financial needs.The unit also conducts derivatives trading for its proprietary account. The unit has trading desks in Tokyo,Singapore, Hong Kong, London and New York.

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Securitization. In the securitization area, the unit is primarily engaged in asset-backed commercial paperprograms and other asset-backed securities involving the securitization of customers’ assets, as well as its own.The unit is also engaged in securitizing residential mortgage loans and real estate. It has securitization teamsbased in Tokyo, New York, London, Hong Kong and Singapore.

Syndicated Loans. The unit structures and syndicates many types of loan transactions including term loans,revolving credit and structured transactions. It has loan syndication operations in Tokyo, New York, London,Hong Kong and Singapore.

Structured Finance. The unit engages in project finance, lease finance, real estate finance and other types ofnon-recourse financings. It provides customers with financial advisory services, loan arrangements, and agencyservices. It has teams located in Tokyo, Hong Kong, Singapore, London, New York and Boston.

Corporate Advisory Services. The unit renders advisory services for both domestic and cross-border mergersand acquisitions, representing Japanese as well as non-Japanese clients. It has mergers and acquisitions teams inTokyo, New York and Singapore, and works with other strategic partners in the U.S. and the U.K.

Other Services. In the U.S., the unit offers leasing services through two subsidiaries, BTM Capital Corporationand BTM Leasing and Finance, Inc. BTM Capital, formerly a leasing subsidiary of the Bank of New England,offers a wide range of leasing services to non-Japanese customers, while BTM Leasing and Finance focuses onproviding services to the U.S. subsidiaries and affiliates of Japanese corporations.

Asset Management Business Unit

Our asset management business unit provides asset management and trust products and services mainly towealthy individuals, branch customers and corporate clients in Japan. Generally, these products and services areprovided to our customers through the retail banking business unit and commercial banking business unit, andare sourced from our subsidiary, Tokyo-Mitsubishi Asset Management, Ltd., and from Mitsubishi Trust Bank.

Asset Management. Tokyo-Mitsubishi Asset Management, a licensed discretionary investment advisor andinvestment trust management company, provides investment management and advisory services for institutionalinvestors, including pension funds. It also offers mutual fund products. As of March 2002, almost 60 Japanesefinancial institutions, including Bank of Tokyo-Mitsubishi, were marketing Tokyo-Mitsubishi AssetManagement products.

Since April 2000, the unit has substantially expanded its investment trust line-up, which mainly consists ofproducts managed by Tokyo-Mitsubishi Asset Management. Other products include KOKUSAI Money ManagedFund and investment products of Mellon Financial Corporation, Frank Russell Company and SchroderInvestment Management.

Defined Contribution Plan. Responding to a change in Japanese pension law, the unit has recently launched adefined contribution pension plan business. It offers administration services through Defined Contribution PlanConsulting of Japan Co., Ltd., which we formed in March 2001 together with Mitsubishi Trust Bank, Meiji LifeInsurance Company and Tokio Marine & Fire Insurance, Ltd.

Wealth Management. The unit offers private banking services to wealthy individuals, which generally meansindividuals with financial assets of ¥1 billion or more. In March 2002, it established Mitsubishi Tokyo WealthManagement Securities, Ltd. in cooperation with Mitsubishi Trust Bank and KOKUSAI Securities. MitsubishiTokyo Wealth Management offers more sophisticated and customized asset management services andadministration solutions to wealthy Japanese customers.

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Custody. The unit offers domestic custody services to foreign investors who invest in Japanese securities inJapan, and also offers global custody services to Japanese investors using sub-custodians. The unit providescustody services to a wide range of institutional investors, both domestic and international, including commercialbanks, insurance companies, major global custodians, central banks and international settlement organizations.

UNBC Business Unit (UnionBanCal Corporation)

We own 65.4% of UnionBanCal Corporation (UNBC), a publicly traded company listed on the New York StockExchange. UNBC is a U.S. commercial bank holding company and is among the oldest banks on the West Coast,having roots as far back as 1864. Union Bank of California, N.A., UNBC’s bank subsidiary, is the third largestcommercial bank in California based on total assets and total deposits.

UNBC provides a wide range of financial services to consumers, small businesses, middle-market companies andmajor corporations, primarily in California, Oregon and Washington, but also nationally and internationally.UNBC’s operations are divided into four primary groups.

The Community Banking and Investment Services Group offers a complete spectrum of financial products toretail and corporate customers. With a full line of checking and savings, investment, loan and fee-based bankingproducts, individual and business clients, including not-for-profit and small and institutional investors, can eachhave its specific needs met through UNBC’s full service branches. In addition, UNBC offers international andsettlement services, e-banking through its web site, check cashing services at Cash & Save locations and tailoredloan investment products to high net worth customers. Institutional customers are offered employee benefit,401(k) administration, corporate trust, securities lending and custody services. UNBC also has a registeredinvestment advisor subsidiary.

The Commercial Financial Services Group offers a variety of commercial financial services, includingcommercial and project loans, real estate financing, asset-backed financing, trade finance and letters of credit,lease financing, customized cash management services and selected capital markets products. UNBC’s customersinclude middle-market companies, large corporations, real estate companies and other more specialized industrycustomers. In addition, specialized depository services are offered to title and escrow companies, retailers,domestic financial institutions, bankruptcy trustees and other customers with significant deposit volumes.

The International Banking Group primarily provides correspondent banking and trade finance-related productsand services to financial institutions worldwide, primarily in Asia. UNBC offers products and services such asletters of credit, international payments, collections and financing of mostly short-term transactions. UNBC alsoserves non-U.S. firms and U.S. corporate clients in selected countries worldwide, particularly in Asia. UNBC hasa long history of providing correspondent and trade-related services to international financial institutions.

The Global Markets Group collaborates with the other UNBC business groups to provide customers a broadrange of products, including a variety of foreign exchange products and risk management products, such asinterest rate swap and options. UNBC trades money market and fixed income securities in the secondary marketand serves institutional investment needs.

In 2001, UNBC extended its retail product line to include insurance services. With the acquisition in November2001 of Armstrong/Robitaille Business and Insurance Services, a California-based regional insurance broker,UNBC now offers an extensive array of cost-effective risk management services and insurance products tobusiness and retail customers. In May 2002, UNBC acquired First Western Bank, which operates 7 branches insouthern California.

Operations Services Unit

The operations services unit provides operations and settlement services to our business units and customers. Inaddition, the unit offers operations and settlement services to other financial institutions to meet their outsourcing

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needs. The unit also provides services related to Japan’s official development assistance through its EconomicCooperation Office.

Operations Services. The unit provides operations services for the domestic commercial banking activities ofthe retail banking, commercial banking, and global corporate banking business units.

The unit offers outsourcing services in foreign remittance, export, and import operations for Japanese financialinstitutions. As of March 31, 2002, 74 Japanese banks utilized Bank of Tokyo-Mitsubishi’s foreign remittanceservice offered under the “Global Operation Automatic Link (GOAL)” brand name, and a number of majorJapanese banks outsourced their export and import operations to us.

Correspondent Banking and Settlement. Through the unit, we act as a correspondent bank for other financialinstitutions. As of March 31, 2002, we had correspondent arrangements with 3,151 foreign banks and otherfinancial institutions, of which 1,872 had yen settlement accounts. We also had correspondent arrangements with156 Japanese financial institutions, for which we held 142 yen and foreign currency accounts.

The unit also conducts yen clearing for other banks. As of March 31, 2002, we had the largest market share ofthis business with 50 regional and foreign banks in Japan outsourcing their yen clearing operations to us. Wehandled approximately 25% of these transactions by volume and are a market leader in the yen settlementbusiness.

The unit provides real time settlement of funds and securities transfers individually on an order-by-order basiswithout netting, both for us and for other financial institutions.

Treasury Unit

Our treasury unit manages our overall funding requirements. The unit is responsible for our asset liabilitymanagement functions, and manages our debt securities portfolio, foreign exchange and derivatives transactions,including trading, for our own account. It also works with other business units to provide foreign currencyfutures, currency options, interest rate transactions, commercial paper underwriting, market forecasts andhedging arrangements for customers.

The treasury unit is active in the world’s main financial markets and has global treasury offices in Tokyo, NewYork, London, Singapore and Hong Kong. The unit credits the retail banking, commercial banking, and globalcorporate banking business units for funds generated from deposit activities and charges the units for fundsprovided for lending activities based on an internal transfer pricing system, reflecting current market rates.

The treasury unit is responsible for our asset liability management. The treasury unit seeks to control our interestrate and liquidity risks and to make it possible to conduct our investment and fund-raising activities within anappropriate range of risk.

In the international money markets, the treasury unit raises foreign currency funds through interbanktransactions, deposits and certificates of deposit. It actively deals in short-term yen-denominated instruments,such as interest rate swaps, futures and futures options. We are a major market-maker of short-term yen interestrate swaps.

We are a leading market-maker in the Tokyo over-the-counter currency option market and in the Tokyo foreignexchange market. We have a large market share of transactions in the dollar-yen sector and in major cross-currency and currency options trading.

The unit actively trades in the secondary market for Japanese government bonds, local government bonds andgovernment-guaranteed bonds.

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Competition

We face strong competition in all of our principal areas of operation. The deregulation relating to the Japanesefinancial market and Japanese financial institutions which is sometimes referred to as Japan’s “Big Bang” andstructural reforms in the regulation of the financial industry have resulted in dramatic changes to the Japanesefinancial system and we are increasingly exposed to more severe competition, not only with other financialinstitutions but also in some areas with other types of businesses.

Japan

In recent years, competition has intensified not only among commercial banks in Japan but also with foreignbanks, domestic and foreign securities firms, insurance companies and other non-bank financial institutions. Anumber of factors have led to stronger competition in the financial industry. For example, deregulation hasbroken down barriers between different types of Japanese financial institutions, which are now able to competedirectly against each other. Deregulation and market factors have facilitated the entry of various large foreignfinancial institutions into the Japanese domestic market. Japanese corporations have increasingly raised fundsthrough the capital markets, both within Japan and overseas. In addition, demand for loan financing has beenweak.

The Law amending the Relevant Laws for the Reform of the Financial System, or the Financial System ReformAct, which was promulgated in June 1998, provided a framework for reform of the Japanese financial system,including the relaxation of barriers between the banking, securities and insurance businesses. Article 65 of theSecurities and Exchange Law of Japan separates the banking and securities businesses. However, banks in Japan(including us), like their counterparts in the United States, have been seeking authorization to combine traditionalcommercial and investment banking activities in order to offer customers a wider range of services. Conversely,securities firms are seeking the authority to engage in activities that have been considered banking activities andthat have been previously forbidden to them. The present policy of the Japanese government is to reduce thebarriers between the banking and securities businesses in Japan and banks expect increased competition amongfinancial institutions in new areas of permissible activities. The Financial System Reform Law (Law No. 87 of1992) and the subsequent amendment to the Banking Law now permit banks to establish or otherwise owndomestic and overseas subsidiary securities companies (with the approval of the FSA) and to engage in thesecurities business.

In the corporate banking sector, the principal effect of this reform has been the gradual and ongoing erosion oftwo structural features of Japan’s highly specialized and segmented financial system: the separation of bankingand securities businesses in Japan, and distinctions among the permissible activities of Japan’s three principaltypes of private banking institutions. For discussion of the three principal types of private banking institutions,see “Item 4.B. Information on the Company—Business Overview—The Japanese Banking System.”

Within the Japanese consumer banking sector, the deregulation of interest rates on yen deposits has enabledbanks to offer customers an increasingly attractive and diversified range of products. In addition, banks havebeen allowed to sell insurance products to a limited extent from April 2001. Banks are now allowed to sell long-term fire insurance relating to housing loans, insurance for repayment of liabilities, credit life insurance andoverseas travel accident insurance. We face competition in this sector from the other private financial institutionsas well as from the Postal Savings Agency, a government entity that is the world’s largest holder of deposits. ThePostal Services Agency is scheduled to be reorganized into a public services corporation in 2003. RecentlyJapanese banks have started competing with one another by developing innovative proprietary computertechnologies that allow them to deliver basic banking services in a more efficient manner and to createsophisticated new products in response to customer demand.

The trust assets business is a promising growth area that is competitive and becoming more so because ofchanges in the industry. There is growing corporate demand for change in the trust regulatory environment, suchas pension reform and changes in accounting regulations under Japanese GAAP. We face increasing competitionin our trust asset business.

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Integration among major banks was achieved recently. In September 2000, The Dai-Ichi Kangyo Bank, Limited,The Fuji Bank, Limited, and The Industrial Bank of Japan, Limited, jointly established a holding company,Mizuho Holdings, Inc., to own the three banks. Subsequently, in April 2002, the three banks were reorganizedinto two banks—Mizuho Bank, Ltd. and Mizuho Corporate Bank, Ltd. In April 2001, The Sumitomo Bank,Limited, and The Sakura Bank, Limited, were merged into Sumitomo Mitsui Banking Corporation. In April2001, The Sanwa Bank, Limited, The Tokai Bank, Limited, and The Toyo Trust and Banking Company, Limitedjointly established a holding company, UFJ Holdings, Inc., to own the three banks. Subsequently, in January2002, the three banks were reorganized into two banks, UFJ Bank Limited and UFJ Trust Bank Limited.

In recent years, various large foreign financial institutions have significantly expanded their presence in theJapanese domestic market. Citigroup, for example, has both expanded its banking activities and movedaggressively to increase its activities in providing investment banking and other financial services. In March2000, The Long-Term Credit Bank of Japan, Ltd., which was temporarily nationalized after its failure, was takenover by a foreign investor group and subsequently relaunched as Shinsei Bank Limited. In addition, otherfinancial institutions, such as Orix Corporation, and non-financial companies, such as Sony Corporation and Ito-Yokado Co., Ltd., have also begun to offer various banking services, often through non-traditional distributionchannels.

For additional discussion of the competition we face, see “Item 4.B. Information on the Company—BusinessOverview—The Japanese Banking System.”

Foreign

In the United States, we face substantial competition in all aspects of our business. We face competition from theother large U.S. and foreign-owned money-center banks, as well as from similar institutions that providefinancial services. Through Union Bank of California, we compete principally with U.S. and foreign-ownedmoney-center and regional banks, thrift institutions, insurance companies, money market funds, consumerfinance companies, credit unions and other financial institutions.

In other international markets, the Group faces competition from commercial banks and similar financialinstitutions, particularly major international banks and the leading domestic banks in those financial marketsoutside Japan in which we conduct business.

The Japanese Banking System

Private banking institutions in Japan are normally classified into three categories:

Š ordinary banks—as of July 8, 2002, there were 127 ordinary banks in Japan, and 72 foreign commercialbanks with banking operations in Japan;

Š trust banks—as of July 8, 2002, there were 29 trust banks in Japan, including nine Japanese subsidiaries offoreign financial institutions; and

Š long-term credit banks—as of July 8, 2002, there were two long-term credit banks in Japan.

Ordinary banks in turn are classified as city banks, of which there are seven, including Bank of Tokyo-Mitsubishi, and regional banks, of which there are 120. In general, the operations of ordinary banks correspond tocommercial banking operations in the United States. City banks and regional banks are distinguished based onhead office location as well as the size and scope of their operations.

The city banks are generally considered to be the largest and most influential group of banks in Japan. Generally,these banks are based in large cities, such as Tokyo and Osaka, and operate nationally through networks ofbranch offices. City banks have traditionally emphasized their business with large corporate clients, including themajor industrial companies in Japan. However, in light of deregulation and other competitive factors, many of

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these banks (including Bank of Tokyo-Mitsubishi) in recent years have increased their emphasis on othermarkets. In recent years, almost all of the city banks